Emmaus Life Sciences, Inc. entered into a letter of intent to acquire of MYnd Analytics, Inc. (Nasdaq:MYND) in a reverse merger transaction on November 1, 2018. Emmaus Life Sciences, Inc. entered into a stock-for-stock agreement to acquire of MYnd Analytics, Inc. (Nasdaq:MYND) in a reverse merger transaction on January 4, 2019. At the effective time of the Merger, each option to purchase common stock of Emmaus, or an Emmaus Option, will become an option to purchase shares of common stock of MYnd. All Emmaus Warrants will become exercisable for shares of common stock of MYnd. None of the outstanding Emmaus Convertible Notes originally provided for their conversion into Emmaus common stock or assumption by MYnd in connection with the Merger. In order to facilitate the Merger and to satisfy its covenants in the Merger Agreement, Emmaus entered into negotiations with the holders of Emmaus Convertible Notes to amend the terms thereof to provide that they will be converted automatically into shares of Emmaus common stock at their respective conversion prices immediately prior to the effective time of the Merger, which shares would be outstanding immediately prior to the Merger and would be converted into shares of MYnd common stock in the same manner as other outstanding shares of Emmaus common stock based the Exchange Ratio. At the effective time of the Merger, the Emmaus Debentures will become convertible into shares of common stock of MYnd. MYnd securityholders immediately prior to the effective time of the merger will collectively own 5.9% and Emmaus securityholders immediately prior to the effective time will collectively own 94.1% of the combined company on a fully diluted basis. In connection with the transaction, MYnd Analytics intends to transfer all of its assets and liabilities into its wholly-owned subsidiary, MYnd Analytics California, and to distribute the shares of MYnd Analytics California to MYnd Analytics’ shareholders. MYnd Analytics expects that the MYnd Analytics California subsidiary, following the spinoff, will commence trading as an independent company. The agreement contains certain termination rights for each of MYnd and Emmaus, and provides that, upon certain terminations of the agreement, MYnd may be required to pay Emmaus a termination fee of $0.75 million and Emmaus may be required to pay MYnd a termination fee of $0.75 million; provided that if the termination results from the failure to obtain the approval of the continued listing of the combined company’s common stock on the NasdaqCM, the fee payable by Emmaus will be $1.6 million. The combined company is expected to trade on the NasdaqCM under a new ticker symbol. The combined company is expected to be named “Emmaus Life Sciences, Inc.” Post-acquisition, Emmaus’ current Directors and Executive Officers are expected to become Directors and Executive Officers of the combined company upon the closing of the merger. The combined company will be led by Emmaus’ management team. It is anticipated that the MYnd board of directors will include Robin L. Smith, appointed by MYnd. The completion of the merger is subject to customary closing conditions, including receipt of approval from the shareholders of each company, approval of the continued listing of the combined company’s common stock on the NasdaqCM, Form S-4 Registration Statement to become effective, the Lock-Up Agreements must be in full force and effect immediately following the completion of the Merger, conversion of MYnd’s preferred stock into common stock, satisfaction of certain cash and debt conversion conditions, consummation of the MYnd spin-off, Emmaus must have received written resignations from each resigning member of the MYnd Board of Directors, each of the Emmaus appointees has been elected to the MYnd board of directors, authorizing the MYnd Board of Directors to effect the reverse stock split, effecting a change of the MYnd name to “Emmaus Life Sciences, Inc” and the shares represented by stockholders of Emmaus who have validly exercised appraisal rights or dissenters’ rights shall not exceed 20% of the outstanding voting shares of Emmaus. MYnd’s obligations to complete the merger is conditioned upon, among other things, Emmaus having on hand cash and working capital sufficient to operate its business for at least 12 months following the merger and that at least 90% of the Emmaus convertible notes be converted in connection with the merger and certain MYnd agreements must have been transferred to Telemynd or be terminated on or prior to the date of the Merger. The merger has been unanimously approved by the Board of Directors of each company. As of June 10, 2019, the MYnd special meeting will be held on July 9, 2019. As on June 11, 2019, the registration statement has been declared effective. The transaction was approved by the stockholders of MYnd Analytics and Emmaus Life Sciences at the special stockholder meetings held on July 9, 2019. The transaction is expected to close in the second quarter of 2019. As on May 13, 2019, the transaction is expected to close no later than July 31, 2019. As of July 10, 2019, the transaction is expected to close on July 17, 2019. Alliance Global Partners acted as a financial advisor, Bowen Tax Law PC acted as legal advisor, Broadridge Corporate Issuer Solutions, Inc. acted as information agent and PricewaterhouseCoopers LLP acted as tax due diligence provider to Emmaus. Emmaus has agreed to pay Alliance Global a $1 million fee upon the completion of the merger and a five-year warrant to purchase up to 0.075 million shares of common stock of the combined company, subject to reduction if necessary to satisfy FINRA requirements. Jeffrey A. Baumel and Ilan Katz of Dentons US LLP served as legal advisor, ThinkEquity acted as fairness opinion provider and financial advisor and American Stock Transfer & Trust Company acted as transfer agent to MYnd. ThinkEquity was paid an initial fee of $0.025 million which was creditable against the fairness opinion fee of $0.1 million, resulting in the receipt by ThinkEquity of a fee of $0.075 million upon delivery of its fairness opinion. Philadelphia Stock Transfer Inc and Alliance Advisors, LLC acted as proxy solicitors to MYnd and will receive fees of $10,000 and $5,000 respectively.